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After a business relationship breaks down, owners, managers, and outsiders dispute who is bound and who must pay. A founder signed contracts before formation and later moved all assets through a new entity. The parties disagree about the legal effect of those facts. Which statement is most accurate?

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Resolve the dispute on equitable fairness alone without identifying the governing doctrine or its limits. Assume the doctrine applies because one element appears satisfied, even if the remaining elements are contested. The court should resolve the dispute by applying the operative rule to the material facts: LLC disputes turn on formation, operating-agreement terms, member and manager authority, fiduciary duties, and the statutory liability shield. Import a rule from a nearby issue instead of applying the rule triggered by these facts.

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